What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-13 · 38 added, 47 removed, 195 unchanged (30% of the section changed)

16 unchanged sentences

There is no information that was required to be disclosed in a report on Form 8-K during the fourth quarter of 2023 but was not reported.

In the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K.

Dollars in millions except per share amounts

10 unchanged sentences

EXECUTIVE COMPENSATION

Information required by this Item is incorporated herein by reference pursuant to General Instruction G(3) from the registrant’s Proxy Statement under the headings “Director Compensation,” “CEO Pay Ratio,” and the pages beginning with the heading “Compensation Discussion and Analysis” and ending with, and including, the pages under the heading “Potential Payments upon Change in Control.”

Information required by this Item is incorporated herein by reference pursuant to General Instruction G(3) from the registrant’s Proxy Statement under the headings “Director Compensation,” “CEO Pay Ratio,” “Pay Versus Performance,” and the pages beginning with the heading “Compensation Discussion and Analysis” and ending with, and including, the pages under the heading “Potential Payments upon Change in Control.”

Information required by Item 407(e)(5) of Regulation S-K is included in the registrant’s Proxy Statement under the heading “Compensation Committee Report” and is incorporated herein by reference pursuant to General Instruction G(3) and shall be deemed furnished in this Annual Report on Form 10-K and will not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

19 unchanged sentences

(1) Includes the issuance of stock in connection with the following stockholder approved plans:

(a) 0 stock options under the Stock Purchase and Deferral Plan ( SPDP ), (b) 945,111 phantom stock units under the Stock Savings Plan ( SSP ), 18,492,845 phantom stock units under the SPDP, 0 restricted stock units under the 2011 Incentive Plan, 0 restricted stock units under the 2016 Incentive Plan and 35,383,614 restricted stock units under the 2018 Incentive Plan, (c) 0 target number of stock-settled performance shares under the 2011 Incentive Plan, 0 target number of stock-settled performance shares under the 2016 Incentive Plan, and 19,478,272 target number of stock-settled performance shares under the 2018 Incentive Plan.

At payout, the target number of performance shares may be reduced to zero or increased by up to 150%.

(a) 0 stock options under the Stock Purchase and Deferral Plan ( SPDP ), (b) 108,480 phantom stock units under the Stock Savings Plan ( SSP ), 17,725,781 phantom stock units under the SPDP, 21,174 restricted stock under the 2011 Incentive Plan, 425,950 restricted stock under the 2016 Incentive Plan and 43,413,267 restricted stock under the 2018 Incentive Plan, (c) 1,871,791 target number of stock-settled performance shares under the 2018 Incentive Plan.

At payout, the target number of performance shares may be reduced to zero or increased up to 200%.

Each phantom stock unit and performance share is settleable in stock on a 1-to-1 basis.

The weighted-average exercise price in the table does not include outstanding performance shares or phantom stock units.

The weighted-average exercise price in the table does not include outstanding restricted stock, performance shares, or phantom stock units.

The SSP was approved by stockholders in 1994 and then was amended by the Board of Directors in 2000 to increase the number of shares available for purchase under the plan (including shares from the Company match and reinvested dividend equivalents).

8 unchanged sentences

No further phantom stock units, other than reinvested dividends, may be issued under the assumed plans.

The weighted-average exercise price in the table does not include outstanding performance shares or phantom stock units.

The weighted-average exercise price in the table does not include outstanding restricted stock, performance shares, or phantom stock units.

Dollars in millions except per share amounts

60 unchanged sentences

10-j Stock Savings Plan ( Exhibit 10-l to Form 10-K for the period ending December 31, 2011 )**

10-k Stock Purchase and Deferral Plan as amended July 28, 2022 ( Exhibit 10.

3 to Form 10-Q for the period ending September 30, 202 2 ) **

10-l Cash Deferral Plan as amended July 28, 2022 ( Exhibit 10.

2 to Form 10-Q for the period ending September 30, 202 2 )**

10-k Stock Purchase and Deferral Plan as amended May 18, 2023 ( Exhibit 10.3 to Form 10-Q for the period ending J une 30, 2023 ) **

10-l Cash Deferral Plan as amended July 28, 2022 ( Exhibit 10.2 to Form 10-Q for the period ending September 30, 2022 )**

10-m Master Trust Agreement for AT&T Inc.

2 unchanged sentences

10-o AT&T Inc.

Health Plan ( Exhibit 10.1 to Form 10-Q for the period ending September 30, 202 2 )**

Health Plan ( Exhibit 10.

2 to Form 10-Q for the period ending June 30, 202 3 )**

10-p Pension Benefit Makeup Plan No.1 ( Exhibit 10-n to Form 10-K for the period ending December 31, 2016 )**

10-q AT&T Inc.

Equity Retention and Hedging Policy as amended March 24, 2022 ( Exhibit 10.2 to Form 10-Q f or the period end ing March 31, 2 022 )

10-r Administrative Plan ( Exhibit 10-q to Form 10-K for the period ending December 31, 2019 )**

Equity Retention and Hedging Policy as amended March 24, 2022 ( Exhibit 10.2 to Form 10-Q for the period ending March 31, 2022 )

10-r Administrative Plan ( Exhibit 10.1 to Form 10-Q for the period ending September 30, 2023 )**

10-s AT&T Inc.

Non-Employee Director Stock and Deferral Plan **

Non-Employee Director Stock and Deferral Plan ( Exhibit 10-s to Form 10-K for the period ending December 31, 2022 ) **

10-t AT&T Inc.

2 unchanged sentences

10-u AT&T Inc.

Board of Directors Communications Concession Program

10-v Form of Indemnity Agreement, effective July 1, 1986, between Southwestern Bell Corporation (now AT&T Inc.) and its directors and officers.

( Exhibit 10-bb to Form 10-K for the period ending December 31, 2011 )**

10-w AT&T Executive Physical Program ( Exhibit 10-ff to Form 10-K for the period ending December 31, 2016 )**

Board of Directors Communications Concession Program ( Exhibit 10-u to Form 10-K for the period ending December 31, 2022 )**

10-v Form of Indemnity Agreement between AT&T Inc.

and its directors and officers.

10-w AT&T Executive Physical Program ( Exhibit 10.4 to Form 10-Q for the period ending June 30, 2023 )**

10-x Attorney Fee Payment Agreement for John Stankey ( Exhibit 10.1 to Form 8-K filed on July 3, 2018 )**

1 unchanged sentence

( Exhibit 10.1 to Form 8-K filed on November 18, 2022 )

10-z Amended and Restated Contribution Agreement ( Exhibit 10-ee to Form 10-K for the period ending December 31, 2018 )

10-aa Fifth Amended and Restated Limited Liability Company Agreement of Mobility II LLC ( Exhibit 10.1 to Form 10-Q for the period ending September 30, 2020 )

10-bb First Amendment to the F ift h Amended and Restated Limited Liability Company Agreement of Mobility II LLC

10-cc Second Amendment to the Fifth Amended and Restated Limited Liability Company Agreement of Mobility II LLC

10-dd Third Amendment to the Fifth Amended and Restated Limited Liability Company Agreement of Mobility II LLC

10-ee Amended and Restated Registration Rights Agreement by and among AT&T Inc.

and The SBC Master Pension Trust and Brock Fiduciary Services LLC ( Exhibit 10-ii to Form 10-K for the period ending December 31, 2018 )

10-ff First Amendment to Amended and Restated Registration Rights Agreement by and among AT&T Inc.

and The SBC Master Pension Trust and Brock Fiduciary Services LLC ( Exhibit 10.2 to Form 10-Q for the period ending September 30, 2020 )

10-gg Second Amended and Restated Limited Liability Company Agreement of NCWPCS MPL Holdings, LLC ( Exhibit 10.1 to Form 8-K filed on December 12, 2019 )

10-hh AT&T Inc.

Second Amended and Restated Limited Liability Company Agreement of NCWPCS MPL Holdings, LLC ( Exhibit 10.1 to Form 8-K filed on December 12, 2019 )

Change in Control Severance Plan ( Exhibit 10.1 to Form 8-K filed on June 30, 2014 )**

10-ii Agreement of Contribution and Subscription, dated February 25, 2021 ( Exhibit 10.1 to Form 8-K filed on February 25, 2021 )

10-jj Employee Matters Agreement by and among AT&T Inc., Magallanes, Inc., and Discovery, Inc.

Agreement of Contribution and Subscription, dated February 25, 2021 ( Exhibit 10.1 to Form 8-K filed on February 25, 2021 )

Employee Matters Agreement by and among AT&T Inc., Magallanes, Inc., and Discovery, Inc.

dated as of May 17, 2021 ( Exhibit 10.3 to Form 8-K Filed on May 20, 2021 )

10-kk Tax Matters Agreement between AT&T Inc., Magallanes, Inc., and Discovery, Inc.

Tax Matters Agreement between AT&T Inc., Magallanes, Inc., and Discovery, Inc.

dated as of May 17, 2021 ( Exhibit 10.4 to Form 8-K Filed on May 20, 2021 )

10-ll Amended and Restated Limited Liability Company Agreement of DIRECTV Entertainment Holdings LLC, dated as of July 31, 2021 ( Exhibit 10.1 to Form 8-K filed August 2, 2021 )

10-mm Relocation Program Plan ( Exhibit 10.2 to Form 10-Q for the period ending September 30, 2021 )**

10-nn Amendment Regarding Continuation of Active Employee Participant Benefits in Certain AT&T Benefit Plans in Connection with DIRECTV Transaction ( Exhibit 10.3 to Form 10-Q for the period ending September 30, 2021 ) **

Amended and Restated Limited Liability Company Agreement of DIRECTV Entertainment Holdings LLC, dated as of July 31, 2021 ( Exhibit 10.1 to Form 8-K filed August 2, 2021 )

Relocation Program Plan ( Exhibit 10.2 to Form 10-Q for the period ending September 30, 2021 )**

Amendment Regarding Continuation of Active Employee Participant Benefits in Certain AT&T Benefit Plans in Connection with DIRECTV Transaction ( Exhibit 10.3 to Form 10-Q for the period ending September 30, 2021 ) **

Second Amended and Restated Limited Liability Company Agreement of AT&T Fiber Investment, LLC ( Exhibit 10.1 to Form 8-K filed April 7, 2023 )*

21 Subsidiaries of AT&T Inc.

5 unchanged sentences

32 Section 1350 Certification

Clawback Policy

99 Supplemental Interim Financial Information

Dollars in millions except per share amounts

101 The consolidated financial statements from the Company’s Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 23, 2024, formatted in Inline XBRL:

13 unchanged sentences

Costs and Expenses (a) Charged to Other

Accounts (b) Acquisitions Deductions (c) Balance at End

of Period (d)

Year 2022 $ 1,163 $ 1,865 $ — $ — $ 2,017 $ 1,011

Acquisitions Deductions (b)

Balance at End

of Period (c)

$ 1,011 1,969 — — 2,224 $ 756

Year 2022 $ 1,163 1,865 — — 2,017 $ 1,011

2 unchanged sentences

Excludes direct charges and credits to expense for nontrade receivables in the consolidated statements of income.

Includes the impact to operating expenses, for the year ended December 31, 2020, after adoption of ASC 326.

(b) Opening adjustments upon adoption of ASC 326, with modified retrospective application, as of January 1, 2020 (see Note 1).

(d) Includes balances applicable to trade receivables, loans, contract assets and other assets subject to credit loss measurement (see Note 1).

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(b) Amounts written off as uncollectible.

(c) Includes balances applicable to trade receivables, loans, contract assets and other assets subject to credit loss measurement (see Note 1).

Allowance for Deferred Tax Assets

2 unchanged sentences

Accounts Acquisitions Deductions Balance at End

Year 2022 $ 4,343 ( 168 ) — — — $ 4,175

Year 2021 $ 4,557 ( 214 ) — — — $ 4,343

Year 2020 $ 4,715 ( 158 ) — — — $ 4,557

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 14th day of February, 2023.

$ 4,175 481 — — — $ 4,656

$ 4,343 ( 168 ) — — — $ 4,175

$ 4,557 ( 214 ) — — — $ 4,343

/s/ Pascal Desroches

15 unchanged sentences

Principal Accounting Officer:

Sabrina Sanders

Senior Vice President, Chief

Accounting Officer and Controller

/s/ Sabrina Sanders

February 23, 2024

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures